Carlo Rizzuto
About Carlo Rizzuto
Carlo Rizzuto, Ph.D., age 54, has served on Century Therapeutics’ (IPSC) Board since March 2018 and is currently an independent director. He is Managing Director at Versant Ventures and previously held operating and business development roles in biopharma; he earned a Ph.D. in virology from Harvard University and a B.A. in biology from the University of Virginia . The Board has determined he is independent under Nasdaq rules, and IPSC maintains an independent Chairman structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Century Therapeutics (IPSC) | President, Secretary and Treasurer | Apr 2018 – Aug 2018 | Early corporate leadership during company formation |
| Versant Ventures | Managing Director (formerly operating principal, venture partner, partner) | Nov 2012 – present | Leads life-sciences investing; industry network relevant to capital raising |
| Novartis AG | Global Program Team Director | 2010 – 2012 | Led global program teams; pharma development experience |
| Anokion SA | Chief Business Officer | Jan 2014 – Jan 2017 | Business development and partnering leadership |
| Graphite Bio | Director | Mar 2020 – Mar 2024 | Public company board experience |
| Pandion Therapeutics, Inc. | Director | Jan 2018 – Mar 2021 | Public company board experience |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Versant Ventures | Managing Director | Private VC firm | Nov 2012 – present |
| Current public company directorships | N/A | — | — |
| Prior public boards | Graphite Bio; Pandion Therapeutics, Inc. | Public | Mar 2020–Mar 2024; Jan 2018–Mar 2021 |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Board determined all non-employee directors (including Rizzuto) are independent under Nasdaq; IPSC has an independent Chairman .
- Attendance and engagement: In 2024, the Board held 7 meetings; Compensation, Audit, and NCGC each held 4. Every director attended at least 75% of Board and assigned committee meetings. All directors attended the June 20, 2024 annual meeting .
Fixed Compensation
| Component | Policy Terms | 2024 Actual (Cash) |
|---|---|---|
| Board Member Annual Retainer | $40,000 | — |
| Compensation Committee Chair Retainer | $10,000 | — |
| Nominating & Corporate Governance Member Retainer | $4,000 | — |
| Fees Earned or Paid in Cash (Dr. Rizzuto) | — | $54,000 |
- Structure alignment: Dr. Rizzuto’s $54,000 cash fees align precisely with policy (member $40,000 + CC chair $10,000 + NCGC member $4,000) .
Performance Compensation
| Equity Element | Terms | 2024 Value/Status |
|---|---|---|
| Initial Equity Grant (at Board service commencement) | Option to purchase 88,000 shares; vests monthly over 36 months | Policy level; grant timing per director start |
| Annual Equity Retainer | Option to purchase 44,000 shares; vests in full by 1-year or next annual meeting | Policy level (annual cadence post-AGM) |
| 2024 Option Awards (grant date fair value) | — | $81,092 |
| Options held (as of 12/31/2024) | — | 147,616 options to purchase common stock |
| Grant timing practices | Directors’ grants generally following annual meeting; regular schedules; no opportunistic timing | Governance statement |
IPSC grants non-employee director equity under the 2021 Plan, with clear vesting schedules and regular timing; hedging and pledging are prohibited and a Dodd‑Frank–compliant clawback applies to officers (supportive governance posture) .
Other Directorships & Interlocks
| Entity | Type | Relationship to IPSC | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Versant Entities | Investor (beneficial owner) | 12,166,109 shares; 14.1% of common stock outstanding | Dr. Rizzuto is Managing Director at Versant; Board deems him independent, but large shareholder affiliation may warrant monitoring for conflicts |
| FUJIFILM Cellular Dynamics, Inc. (FCDI) | Supplier/licensor; >5% holder | Manufacturing and multiple license agreements; 8.1% holder | Not tied to Rizzuto specifically; transactions reviewed via Audit Committee policy |
Expertise & Qualifications
- Investing and capital-raising expertise; life sciences domain knowledge attributed by Board .
- Prior operating roles at Novartis and Anokion add pharma development and BD depth .
- Education: Ph.D. in virology (Harvard); B.A. in biology (University of Virginia) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Carlo Rizzuto, Ph.D. | 103,616 | <1% | Consists entirely of options exercisable within 60 days of 4/15/2025 |
- As of 12/31/2024, Dr. Rizzuto held options to purchase 147,616 shares; IPSC prohibits hedging, margin, and pledging of company stock for directors/officers, reducing alignment risk .
Governance Assessment
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Strengths:
- Independent director serving as Compensation Committee Chair; committee fully independent; use of Radford (Aon) as independent compensation consultant; no interlocks or insider participation among comp committee members; robust clawback and anti-hedging/pledging policies .
- Consistent attendance (≥75%) and full annual meeting participation; independent Chairman structure; regular executive sessions without management .
- Transparent director pay: cash retainer + standardized option grants with clear vesting, mitigating discretionary pay risks .
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Watchpoints and potential conflicts:
- Versant Ventures is a 14.1% beneficial owner; Rizzuto’s senior role at Versant creates a potential related-party influence dynamic (e.g., capital raising, strategic transactions). The Board has affirmed independence, but investors may monitor recusal practices and NCGC oversight of independence/conflicts .
- IPSC engages in significant related-party transactions with FCDI (supplier/licensor and >5% holder); while not linked to Rizzuto, Audit Committee oversight and adherence to the Related Party Transaction Policy are critical for investor confidence .
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Compensation structure signals:
- Director pay mix is primarily fixed cash plus at-risk equity via options (no RSUs), maintaining shareholder alignment; 2024 cash fees for Rizzuto match policy, and option grant fair value is consistent across directors, suggesting discipline in director compensation .
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Overall view:
- Rizzuto’s investing and biopharma operating background strengthens Compensation and Governance committee effectiveness. The Versant affiliation alongside significant ownership is the key governance sensitivity that warrants ongoing monitoring of conflict management and independence practices .